S-8

As filed with the Securities and Exchange Commission on November 10, 2014

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

Registration Statement

Under

The Securities Act of 1933

IXYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	77-0140882
(State or other jurisdiction incorporation or organization)	(I.R.S. Employer Identification No.)

1590 Buckeye Drive

Milpitas, California 95035-7418

(408) 457-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan

(Full title of Plan)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering(2) Price	Amount of Registration Fee(3)
Common Stock ($0.01 par value) issuable under the IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan	350,000	$11.25	$3,937,500	$457.54

(1) Represents the additional number of shares of IXYS Corporation’s (the “Registrant”) common stock that may be issued under the IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”) to eligible employees of the Registrant or its affiliates that have not been previously registered. Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that may become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of outstanding shares of the Registrant’s common stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.

(3) Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined based upon the average of the high and low sale prices of shares of the Registrant’s common stock reported on the Nasdaq Global Select Market on November 6, 2014.

INTRODUCTION

This Registration Statement relates to the registration of additional securities under the IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8, Commission File No. 333-96081, filed by IXYS Corporation on February 3, 2000, with the Securities and Exchange Commission (the “SEC”) related to the Plan are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

Exhibit No.	Description
5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.*
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm*
23.2	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1	Power of Attorney is contained on the signature page of this Registration Statement
99.1	IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (filed August 8, 2014 as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (No. 000-26124) and incorporated herein by reference)

* Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing of Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California on this November 10, 2014.

IXYS CORPORATION
By:	/s/ Nathan Zommer
	Nathan Zommer
	Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. James Jones, Mr. Uzi Sasson and Mr. Nathan Zommer, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Nathan Zommer         Nathan Zommer	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	November 10, 2014
/s/    Uzi Sasson         Uzi Sasson	President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 10, 2014
/s/    Donald L. Feucht         Donald L. Feucht	Director	November 10, 2014
/s/    Samuel Kory         Samuel Kory	Director	November 10, 2014
/s/    S. Joon Lee         S. Joon Lee	Director	November 10, 2014

3

/s/    Timothy A. Richardson         Timothy A. Richardson	Director	November 10, 2014
/s/    James M. Thorburn         James M. Thorburn	Director	November 10, 2014
/s/    Kenneth D. Wong         Kenneth D. Wong	Director	November 10, 2014

4

Exhibit Index

Exhibit No.	Description
5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.*
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm*
23.2	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1	Power of Attorney is contained on the signature page of this Registration Statement
99.1	IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (filed August 8, 2014 as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (No. 000-26124) and incorporated herein by reference)

* Filed herewith.

5

EX-5.1

Exhibit 5.1

[Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. Letterhead]

November 10, 2014

IXYS Corporation

1590 Buckeye Drive

Milpitas, CA 95035-7418

Re: IXYS Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”)

Ladies and Gentlemen:

We have acted as counsel to IXYS Corporation, a Delaware corporation (the “Company”), with respect to the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) in connection with the registration of an additional 350,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), issuable pursuant to the IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”).

In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the Plan, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares, including records of proceedings of the Company’s Board of Directors and stockholders pertaining to the Plan.

In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (i) all representations and warranties submitted to us for purposes of rendering the opinion and (ii) factual recitals made in the resolutions adopted by the Company’s Board of Directors.

Based upon and subject to the foregoing qualifications, assumptions and limitations, and the further limitations set forth below, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company in accordance with the terms and conditions of the Plan, be duly authorized, validly issued, fully paid and non-assessable.

We express no opinion as to any law of any jurisdiction, including federal securities laws or the “blue sky” laws of any state or jurisdiction, other than the Delaware General Corporation Law. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter is given as of the date hereof, and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof that might alter the opinions contained herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to any references to this firm in the Registration Statement and in the documents incorporated therein by reference.

Very truly yours,

/s/ STEARNS WEAVER MILLER WEISSLER

ALHADEFF & SITTERSON, P.A.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

IXYS Corporation

Milpitas, CA

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 13, 2014, relating to the consolidated financial statements, the effectiveness of IXYS Corporation’s internal control over financial reporting, and schedules of IXYS Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014.

/s/ BDO USA, LLP

San Francisco, CA

November 7, 2014